Rising numbers of the aged population coupled with decreasing numbers of nursing staff caring for this population presents a profound nursing care dilemma. Planning for provision of nursing staff capable of giving care that positively influences the lives of aged clients is necessary. The purpose of this pilot study was to explore empowering processes occurring between nurse managers, registered nurses, licensed practical nurses, certified nurse aides, and aged clients residing within a long-term care setting. Objectives: identifying and exploring relationships between empowering feelings and behaviors of nursing staff; 2) examining the effect of empowering feelings and behaviors of nursing staff on the quality of life of aged persons; and 3) furthering empowerment model development with subsequent leadership strategy formation. Grounded theory methodology with a Postmodernist Feminist Perspective was used. Open-ended questions relating to empowerment were used to conduct audiotaped interviews of nursing staff and aged clients. Theoretical sampling with data collection, coding, and analysis occurring in a simultaneous, ongoing activity was used. Analysis resulted in further construction of "Cultivating", the basic social-psychological process of empowerment that appears to influence quality of care provided by nursing staff, and positively affect quality of life for aged clients residing in long-term care settings.